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Standards for Doing Business Globally

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Anti-corruption, including bribery

U.S. companies that do business abroad are required to comply with the U.S. Foreign Corrupt Practices Act as well as other national, local or international anti-bribery standards. CA Technologies strictly prohibits offering bribes to a government official for the purpose of attempting to obtain or retain business or for any other improper purpose. Paying bribes in connection with purely private sector transactions is prohibited as well. Corrupt activities of any kind have no place in our business. While our policy is clear, compliance with these laws requires more than just good intentions. If you do business outside the U.S. or with government agencies you must, among other things:

Be familiar with the Company's Anti-Bribery/Anti-Corruption Policy, including its definition of government official, which is quite broad (and includes employees of state-owned enterprises); "red flags" for identifying suspicious transactions; and prohibitions on indirect, as well as direct, corrupt activities (such as a payment to a family member of a government official from whom one is seeking business)

Contact the Business Practices and Compliance Team or the Worldwide Law Department where a payment to (or other financial transaction with) a governmental official or entity is proposed or requested prior to making or authorizing any such payment

Follow Company policies for conducting due diligence before retaining agents and other third parties to work with CA Technologies

Not make a misleading or false entry in corporate books and records, including misclassification of any payments to governmental officials, or omit to record any transaction required to be entered

Report any known or suspected violations of the Company's Anti-Bribery/Anti-Corruption Policy to any member of the Business Practices and Compliance Team, Worldwide Law Department, or any of the Company's available reporting mechanisms

Question.

A local government official agreed to sign a lucrative contract with CA if we hire his nephew as part of the integration team. His nephew doesn't have the experience or the right qualifications for a role on the integration team, but he is well connected with a few other potential clients. This means there is a chance he could help us win additional contracts.

If his nephew accepts the job offer, we've created a win-win for both sides, right?

No.

Hiring the relative of this government official is not a good move. Even if his nephew was qualified for the position, hiring him in exchange for a signed contract is corrupt behavior which could expose both CA and any employees involved to civil and even criminal penalties. In this instance, the employee should have refused this request and escalated the issue.

Export control

U.S. and other nations' trade and export laws control where CA Technologies can send its products and/or services. This includes exports from the U.S. into other countries, especially when the products exported contain components, technology or technical data of U.S. origin and provision of services or support to non-U.S. persons.

These rules apply to transactions between CA Technologies and other companies and also include transactions entered into between other companies and CA Technologies affiliates, joint ventures, and subsidiaries.

What constitutes an 'export' is broadly defined under the law. Since CA Technologies is a U.S.-based company, our products and services are generally considered U.S. origin. Aside from what you would normally consider an export (for example, sending out a disc with our software on it or allowing our software to be downloaded from outside of the U.S.), the following could be considered "an export": exposing or allowing access by non-U.S. (foreign) nationals to U.S. software and U.S. technical data regardless of what country the exposure occurs in; permitting the download of software from the U.S. into a non-U.S. country; and transporting U.S. origin technical data or software on your laptop out of the U.S. and into a non-U.S. country when shared with a non-CA Technologies employee. Exports can also occur through telephone calls, faxes, and emails. U.S. law authorizes CA Technologies to export such items to its subsidiaries, foreign nationals who are employees, contractors or interns if the items are for internal Company use, including 'development' or 'production' of new products.

There are certain prohibitions for transacting business with individuals and organizations that appear on a sanctioned party list posted on government websites. There are also prohibitions against doing business with any person or entity located in certain countries under U.S. embargo. In limited circumstances, an export license could be obtained to transact business with certain of these individuals or organizations.

Additionally, if you know or have reason to know that a proposed transaction (including technical support) would support a proliferation activity, such as nuclear, chemical/biological, or missile proliferation activities, such a transaction would be prohibited except in limited circumstances where an export license could be obtained. If you are in any way involved in sending CA Technologies products, services, software, equipment, technical data or providing support for these items from one country to another, work with your manager to be absolutely sure that the transaction stays well within the bounds of applicable export laws. If you, or your manager, are not sure, please contact a member of the Worldwide Law Department.

Question.

What does "red flag" refer to under Export Rules?

Answer.

A "red flag" is any abnormal circumstance in a transaction that indicates that the export may be destined for an inappropriate end-use, end-user, or destination. Included among examples of red flags are orders for items that are inconsistent with the needs of the purchaser, a customer declining installation and testing when included in the sales price or when normally requested, or requests for equipment configurations that are incompatible with the stated destination. Use of post office boxes rather than street addresses may also be considered a red flag.

Anti-boycott

U.S. anti-boycott laws require individuals to refuse to take part in international boycotts that are not legally sanctioned, such as the boycott of Israel by certain Arab countries. A wide range of activities may be considered illegal, including making certain declarations or furnishing certain information. Additionally, failing to report boycott requests to the government can itself be illegal. Therefore, if you become aware of an actual or potential boycott request or action you must promptly notify a member of the Business Practices and Compliance Team or the Worldwide Law Department who will assist you with the issue. (For more information, refer to the Company’s Anti-boycott policy.)

Combating trafficking in persons

CA Technologies is opposed to trafficking in persons and forced labor in any form, and is committed to working to mitigate the risk of trafficking in persons and forced labor in all aspects of our business. CA Technologies strictly forbids its employees from engaging in or supporting in any way trafficking in persons and other forms of forced labor.

Not only is CA Technologies policy to combat human trafficking the right thing to do, it is required by U.S. federal law and aligned with the federal government’s expectations for government contractors. Compliance with this policy is essential for CA Technologies to continue to operate as a government contractor.

CA Technologies employees must immediately report all evidence or allegations of conduct that could be human trafficking or forced labor.

CA Technologies employees can report their concerns to any of the following resources:

The Global Human Trafficking Hotlines: 1-844-888-3733 by telephone or help@befree.org by e-mail

Tax and exchange control laws

CA Technologies obeys the tax and exchange control laws in the United States and all other countries in which CA Technologies operates. No employee may, on the Company's behalf, enter into any transaction that the employee knows or should know would violate these laws. These laws can be quite complex and if you are at all unsure about them you must contact the Worldwide Law Department for guidance.

UN Global Compact

In line with our values and commitment to building strong and productive communities worldwide, CA Technologies has been a member of the UN Global Compact since 2007. By doing so, CA Technologies agrees to support and advance the organization's Ten Principles, which cover human rights, labor standards, the environment and anti-corruption. Launched in 2000, the UN Global Compact includes more than 8,300 businesses and other stakeholders across 162 countries, all committed to a more sustainable and inclusive global economy.